---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

Form 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2009

or

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from  _______________ to
_______________

Commission File Number 000-50861

AMERICAS WIND ENERGY
CORPORATION(Exact name of registrant as specified in its
charter)

|Nevada                                                               | 20-0177856                       
|-------------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (IRS Employer Identification No.)
|                                                                     |                                  
|24 Palace Arch Drive, Toronto, Ontario, Canada                       | M9A 2S1                          
|(Address of principal executive offices)                             | (Zip Code)                       

416.233.5670(Registrants telephone number,
including area code)

N/A(Former name, former address and former
fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

[X] YES [ ] NO

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a small
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act

|Large accelerated filer | [ ] |                                               | Accelerated filer         | [ ]
|----------------------- | --- | --------------------------------------------- | ------------------------- | ---
|Non-accelerated filer   | [ ] | (Do not check if a smaller reporting company) | Smaller reporting company | [X]

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act

[ ] YES [X] NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.

[ ] YES [ ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable date. 33,319,279
common shares issued and outstanding as of June 11, 2009

---

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

2

---

|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|                                                                  
|(A DEVELOPMENT STAGE COMPANY)                                     
|                                                                  
|CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS               
|                                                                  
|FOR THE THREE AND NINE MONTH PERIODS ENDED APRIL 30, 2009 AND 2008
|                                                                  
|UNAUDITED                                                         
|                                                                  
|(EXPRESSED IN U.S. DOLLARS)                                       

CONTENTS

|Condensed Consolidated Interim
      Balance Sheets                                  | 1     
|------------------------------------------------------------------------------------ | ------
|                                                                                     |       
|Condensed Consolidated Interim
      Statements of Operations and Comprehensive Loss | 2     
|                                                                                     |       
|Condensed Consolidated Interim
      Statements of Cash Flows                        | 3     
|                                                                                     |       
|Notes to Condensed Consolidated
      Interim Financial Statements                   | 4 - 16

---

|AMERICAS WIND ENERGY CORPORATION             
|---------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)                
|Condensed Consolidated Interim Balance Sheets
|April 30, 2009 and July 31, 2008             
|(Expressed in U.S. Dollars)                  

|                                                                            |   | April 30,   |   |   | July 31,   |  
|--------------------------------------------------------------------------- | - | ----------- | - | - | ---------- | -
|                                                                            |   | 2009        |   |   | 2008       |  
|                                                                            |   | (Unaudited) |   |   | (Audited)  |  
|                                                                            |   |             |   |   |            |  
|ASSETS                                                                      |  
|Current Assets                                                              |   |             |   |   |            |  
|Cash                                                                        | $ | 27,755      |   | $ | 89,186     |  
|Accounts receivable (note 4)                                                |   | -           |   |   | 102,639    |  
|Other
      receivables                                                     |   | 3,784       |   |   | 14,084     |  
|Costs on uncompleted contracts
      in excess of related billings          |   |             |   |   |            |  
|(note 5)                                                                    |   | 636,069     |   |   | 1,407,313  |  
|Prepaid expenses                                                            |   | 10,282      |   |   | 52,707     |  
|Total Current Assets                                                        |   | 677,890     |   |   | 1,665,929  |  
|Equipment, Net(note 6)                                                      |   | 2,906       |   |   | 7,601      |  
|Accounts Receivable, Noncurrent(note 4)                                     |   | 41,911      |   |   | 48,830     |  
|Intangible Asset,Net(note 7)                                                |   | 1,698,971   |   |   | 2,043,303  |  
|Total Assets                                                                | $ | 2,421,678   |   | $ | 3,765,663  |  
|LIABILITIES                                                                 |  
|Current Liabilities                                                         |   |             |   |   |            |  
|Accounts payable                                                            | $ | 157,150     |   | $ | 639,174    |  
|Accrued
      liabilities                                                   |   | 81,664      |   |   | 183,333    |  
|Billings on uncompleted
      contracts in excess of related costs (note 5) |   | -           |   |   | 940,730    |  
|Due to
      stockholders (note 8)                                          |   | 587,144     |   |   | 493,903    |  
|Convertible loan payable (note
      9)                                     |   | 375,698     |   |   | 312,506    |  
|Provision for
      contract losses (note 10)                               |   | 505,835     |   |   | 1,256,717  |  
|Total Current Liabilities                                                   |   | 1,707,491   |   |   | 3,826,363  |  
|Long-Term Loans Payable(note 14(a))                                         |   | 1,973,079   |   |   | -          |  
|Total Liabilities                                                           |   | 3,680,570   |   |   | 3,826,363  |  
|                                                                            |   |             |   |   |            |  
|Commitments and Contingencies(note 14)                                      |   |             |   |   |            |  
|Subsequent Event(note 15)                                                   |   |             |   |   |            |  
|                                                                            |   |             |   |   |            |  
|STOCKHOLDERS'
      DEFICIT                                                 |  
|Capital Stock                                                               |   |             |   |   |            |  
|Class "A"
      special voting shares, no par value;                        |   |             |   |   |            |  
|30,000,000
      shares authorized, 21,184,615 shares                       |   |             |   |   |            |  
|issued and outstanding, however deemed to be                                |   |             |   |   |            |  
|cancelled                                                                   |   | -           |   |   | -          |  
|Common stock,
      $0.0001 par value per share;                            |   |             |   |   |            |  
|100,000,000
      shares authorized; 31,319,279 shares                      |   |             |   |   |            |  
|issued and outstanding; 21,184,615 shares deemed                            |   |             |   |   |            |  
|issued and
      outstanding                                                |   | 5,250       |   |   | 5,250      |  
|Additional Paid-In Capital                                                  |   | 2,461,602   |   |   | 2,461,602  |  
|Accumulated Other Comprehensive Income (Loss)                               |   | 246,734     |   |   | (104,355   | )
|Accumulated Deficit During the
      Development Stage                      |   | (3,972,478  | ) |   | (2,423,197 | )
|Total Stockholders' Deficit                                                 |   | (1,258,892  | ) |   | (60,700    | )
|Total Liabilities and Stockholders'
      Deficit                           | $ | 2,421,678   |   | $ | 3,765,663  |  

(The accompanying notes are an integral part of these condensed
consolidated interim financial statements.)

1

---

|AMERICAS WIND ENERGY CORPORATION                                                    
|------------------------------------------------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)                                                       
|Condensed Consolidated Interim Statements of Operations and
      Comprehensive Loss
|For the Three and Nine Month Periods Ended April 30, 2009 and 2008 and the          
|Period from from July 29, 2002 (date of inception) through
      April 30, 2009     
|(Expressed in U.S. Dollars)                                                         
|Unaudited                                                                           

|                                                 |   |              |   |   |              |   |   |             |   |   |             |   |   | Cumulative     |  
|------------------------------------------------ | - | ------------ | - | - | ------------ | - | - | ----------- | - | - | ----------- | - | - | -------------- | -
|                                                 |   |              |   |   |              |   |   |             |   |   |             |   |   | from Inception |  
|                                                 |   |              |   |   |              |   |   |             |   |   |             |   |   | (July 29,      |  
|                                                 |   | Three Months |   |   | Three Months |   |   | Nine Months |   |   | Nine Months |   |   | 2002           | )
|                                                 |   | Ended        |   |   | Ended        |   |   | Ended       |   |   | Ended       |   |   | through        |  
|                                                 |   | April 30,    |   |   | April 30,    |   |   | April 30,   |   |   | April 30,   |   |   | April 30,      |  
|                                                 |   | 2009         |   |   | 2008         |   |   | 2009        |   |   | 2008        |   |   | 2009           |  
|                                                 |   |              |   |   |              |   |   |             |   |   |             |   |   |                |  
|Sales                                            | $ | 1,016,667    |   | $ | -            |   | $ | 1,016,667   |   | $ | -           |   | $ | 2,608,360      |  
|Cost of Sales                                    |   | 1,084,375    |   |   | 1,058,144    |   |   | 1,084,375   |   |   | 1,058,144   |   |   | 4,238,573      |  
|Gross Loss                                       |   | (67,708      | ) |   | (1,058,144   | ) |   | (67,708     | ) |   | (1,058,144  | ) |   | (1,630,213     | )
|                                                 |   |              |   |   |              |   |   |             |   |   |             |   |   |                |  
|                                                 |   |              |   |   |              |   |   |             |   |   |             |   |   |                |  
|Expenses                                         |   |              |   |   |              |   |   |             |   |   |             |   |   |                |  
|General and
      administrative                 |   | 92,929       |   |   | 348,190      |   |   | 304,414     |   |   | 554,258     |   |   | 2,463,925      |  
|License fee                                      |   | 28,037       |   |   | -            |   |   | 28,037      |   |   | 29,249      |   |   | 55,748         |  
|Royalty fee                                      |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | 25,755         |  
|Warranty                                         |   | 35,175       |   |   | -            |   |   | 35,175      |   |   | -           |   |   | 35,175         |  
|Foreign exchange loss                            |   | 95,899       |   |   | 10,273       |   |   | 701,355     |   |   | 17,304      |   |   | 358,008        |  
|Depreciation and amortization                    |   | 19,978       |   |   | 5,730        |   |   | 73,329      |   |   | 18,032      |   |   | 219,708        |  
|                                                 |   |              |   |   |              |   |   |             |   |   |             |   |   |                |  
|Total Expenses                                   |   | 272,018      |   |   | 364,193      |   |   | 1,142,310   |   |   | 618,843     |   |   | 3,158,319      |  
|                                                 |   |              |   |   |              |   |   |             |   |   |             |   |   |                |  
|Loss from Operations                             |   | (339,726     | ) |   | (1,422,337   | ) |   | (1,210,018  | ) |   | (1,676,987  | ) |   | (4,788,532     | )
|                                                 |   |              |   |   |              |   |   |             |   |   |             |   |   |                |  
|Other Income (Expenses)                          |   |              |   |   |              |   |   |             |   |   |             |   |   |                |  
|Gain on sale
      of investment in Emergya Wind |   |              |   |   |              |   |   |             |   |   |             |   |  
|Technologies B.V. Inc.                           |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | 1,129,247      |  
|Gain on settlement of
      debt                 |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | 311,205        |  
|Gain on sale of equipment                        |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | 199,156        |  
|Other income                                     |   | -            |   |   | -            |   |   | -           |   |   | 1,040       |   |   | 81,951         |  
|Loss on disposal of contracts                    |   | (236,071     | ) |   | -            |   |   | (236,071    | ) |   | -           |   |   | (236,071       | )
|Interest expense and
      financing costs       |   | (24,392      | ) |   | (3,631       | ) |   | (103,190    | ) |   | (19,687     | ) |   | (726,137       | )
|                                                 |   |              |   |   |              |   |   |             |   |   |             |   |   |                |  
|Total Other Income (Expenses)                    |   | (260,463     | ) |   | (3,631       | ) |   | (339,261    | ) |   | (18,647     | ) |   | 759,351        |  
|                                                 |   |              |   |   |              |   |   |             |   |   |             |   |   |                |  
|Loss Before Income Taxes                         |   | (600,189     | ) |   | (1,425,968   | ) |   | (1,549,279  | ) |   | (1,695,634  | ) |   | (4,029,181     | )
|Benefit from income taxes (note 12)              |   | -            |   |   | -            |   |   | -           |   |   | -           |   |   | 56,703         |  
|                                                 |   |              |   |   |              |   |   |             |   |   |             |   |   |                |  
|Net Loss                                         |   | (600,189     | ) |   | (1,425,968   | ) |   | (1,549,279  | ) |   | (1,695,634  | ) |   | (3,972,478     | )
|Foreign currency
      translation               |   |              |   |   |              |   |   |             |   |   |             |   |   |                |  
|adjustments                                      |   | (105,698     | ) |   | (11,412      | ) |   | 351,089     |   |   | 104,261     |   |   | 246,734        |  
|                                                 |   |              |   |   |              |   |   |             |   |   |             |   |   |                |  
|Comprehensive Loss                               | $ | (705,887     | ) | $ | (1,437,380   | ) | $ | (1,198,190  | ) | $ | (1,591,373  | ) | $ | (3,725,744     | )
|                                                 |   |              |   |   |              |   |   |             |   |   |             |   |   |                |  
|Loss per Share  Basic and Diluted               | $ | (0.01        | ) | $ | (0.03        | ) | $ | (0.03       | ) | $ | (0.03       | ) |   |                |  
|                                                 |   |              |   |   |              |   |   |             |   |   |             |   |   |                |  
|Weighted Average Number of Shares                |   |              |   |   |              |   |   |             |   |   |             |   |   |                |  
|Outstanding
      During the Periods  Basic     |   |              |   |   |              |   |   |             |   |   |             |   |  
|and Diluted                                      |   | 52,503,894   |   |   | 52,503,894   |   |   | 52,503,894  |   |   | 52,503,894  |   |   |                |  

(The accompanying notes are an integral part of these condensed
consolidated interim financial statements.)

2

---

|AMERICAS WIND ENERGY CORPORATION                                      
|----------------------------------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)                                         
|Condensed Consolidated Interim Statements of Cash Flows               
|For the Nine-Month Periods Ended April 30, 2009 and 2008
      and    
|Cumulative from Inception (July 29, 2002) through April 30,
      2009
|(Expressed in U.S. Dollars)                                           
|(Unaudited)                                                           

|                                                                            |   | Nine months ended April 30, |   |   | Inception (July 29, 2002 | )
|--------------------------------------------------------------------------- | - | --------------------------- | - | - | ------------------------ | -
|                                                                            |   |                             |   |   |                          |  
|                                                                            |   | 2009                        |   |   | 2008                     |  
|Cash Flows from Operating Activities                                        |   |                             |   |   |                          |  
|Net loss                                                                    | $ | (1,549,279                  | ) | $ | (1,695,634               | )
|Adjustments for:                                                            |   |                             |   |   |                          |  
|Accretion on convertible loan payable                                       |   | 52,587                      |   |   | -                        |  
|Interest on
      convertible loan payable                                  |   | 12,968                      |   |   | -                        |  
|Depreciation and amortization                                               |   | 65,486                      |   |   | 18,032                   |  
|Provision for
      contract losses                                         |   | (433,325                    | ) |   | -                        |  
|Gain on sale of investment in EWT B.V. Inc.                                 |   | -                           |   |   | -                        |  
|Gain on settlement
      of debt                                            |   | -                           |   |   | -                        |  
|Gain on sale of equipment                                                   |   | -                           |   |   | -                        |  
|Loss on disposal
      of equipment                                         |   | 2,481                       |   |   | -                        |  
|Loss on disposal of contracts                                               |   | 236,071                     |   |   | -                        |  
|Loss on settlement
      of receivable                                      |   | 67,708                      |   |   | -                        |  
|Changes in non-cash working capital, net of effects from
      acquisition: |   |                             |   |   |                          |  
|Cash held in trust                                                          |   | -                           |   |   | 1,771                    |  
|Accounts receivable                                                         |   | 39,322                      |   |   | (14,684                  | )
|Other receivables                                                           |   | 10,300                      |   |   | 9,302                    |  
|Costs on uncompleted contracts in excess of related billings                |   | 695,465                     |   |   | 157,928                  |  
|Prepaid expenses                                                            |   | 42,425                      |   |   | (73,546                  | )
|Accounts payable                                                            |   | (482,026                    |   |   | 806,939                  |  
|Accrued
      liabilities                                                   |   | (101,669                    | ) |   | (32,744                  | )
|Billings on uncompleted contract in excess of related costs                 |   | (940,730                    | ) |   | (12,023)                 |  
|                                                                            |   |                             |   |   |                          |  
|Net Cash Used in Operating
      Activities                                 |   | (2,282,216                  | ) |   | (834,659                 | )
|                                                                            |   |                             |   |   |                          |  
|Cash Flows from Financing Activities                                        |   |                             |   |   |                          |  
|Proceeds from issuance of common
      stock                                |   | -                           |   |   | -                        |  
|Proceeds from
      convertible loan payable                                |   | -                           |   |   | 350,000                  |  
|Proceeds from issuance of
      warrants                                    |   | -                           |   |   | -                        |  
|Cash of
      subsidiary acquired                                           |   | -                           |   |   | -                        |  
|Increase in advances from
      investors                                   |   | -                           |   |   | -                        |  
|Decrease in
      advances from investors                                   |   | -                           |   |   | -                        |  
|Advances from Digital Predictive
      Systems Inc.                         |   | -                           |   |   | -                        |  
|Repayment to
      Digital Predictive Systems Inc.                          |   | -                           |   |   | -                        |  
|Due to stockholders                                                         |   | 56,574                      |   |   | 103,012                  |  
|Increase in
      long-term loans payable                                   |   | 1,973,079                   |   |   | -                        |  
|Stock issuance costs                                                        |   | -                           |   |   | -                        |  
|                                                                            |   |                             |   |   |                          |  
|Net Cash Provided by Financing Activities                                   |   | 2,029,653                   |   |   | 453,012                  |  
|                                                                            |   |                             |   |   |                          |  
|Cash Flows from Investing Activities                                        |   |                             |   |   |                          |  
|Proceeds from
      sale of investment in Emergya Wind                      |   |                             |   |   |                          |  
|Technologies
      B.V. Inc.                                                |   | -                           |   |   | -                        |  
|Proceeds from
      sale of equipment                                       |   | -                           |   |   | -                        |  
|Acquisition of equipment                                                    |   | -                           |   |   | (4,670                   | )
|Advances to
      Emergya Wind Technologies B.V. Inc.                       |   | -                           |   |   | -                        |  
|Acquisition of intangible                                                   |   | -                           |   |   | -                        |  
|                                                                            |   |                             |   |   |                          |  
|Net Cash Used in Investing Activities                                       |   | -                           |   |   | (4,670                   | )
|                                                                            |   |                             |   |   |                          |  
|Effect of Exchange Rate Change on Cash                                      |   | 191,132                     |   |   | (13,653                  | )
|                                                                            |   |                             |   |   |                          |  
|Change in Cash                                                              |   | (61,431                     | ) |   | (399,970                 | )
|Cash - Beginning of Period                                                  |   | 89,186                      |   |   | 674,556                  |  
|Cash - End of Period                                                        | $ | 27,755                      |   | $ | 274,586                  |  

(The accompanying notes are an integral part of these condensed
consolidated interim financial statements.)

3

---

|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)                                     
|Notes to Condensed Consolidated Interim Financial
      Statements
|April 30, 2009 and 2008                                           
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|1. | Organization, Development Stage Activities, Reverse
      Merger Transaction, and Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Americas Wind Energy Corporation (the "Company") was
      incorporated under the laws of the State of Nevada on August 22, 2003. The
      Company was acquired in a reverse merger transaction on August 11, 2006.
      The Company changed its ordinary course of business from that of
      establishing a marine adventure tourism business to that of manufacturing
      and distributing wind power turbines to wind farm developers throughout
      the Americas through its operating subsidiary incorporated in Canada,
      Americas Wind Energy Inc. ("AWE Inc."), which has been involved in the
      wind turbines business since July 29, 2002.                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Development Stage Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company's business activity was in the business of manufacturing and distribution  wind power turbines to wind farm developers in the Americas. The Company has sublicensed its licensing agreement and expects to get royalties in the future.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Going Concern Assumption                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company's consolidated financial statements are
      presented on a going concern basis, which contemplates the realization of
      assets and discharge of liabilities in the normal course of business. The
      Company's negative working capital and accumulated deficit during the
      development stage raise substantial doubt as to its ability to continue as
      a going concern. As of April 30, 2009, the Company had a negative working
      capital of $1,029,601 and an accumulated deficit during the development
      stage of $3,972,478.                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company's continuance as a going concern is dependent
      on the success of the efforts of its Directors and principal stockholders
      in providing financial support in the short term; raising additional
      long-term equity or debt financing either from its own resources or from
      third parties; and the commercialization of one or more of the Company's
      research projects, receiving sublicense payments under the sublicense
      agreement (note 14) and achieving profitable operations. In the event that
      such resources are not secured, the assets may not be realized or
      liabilities discharged at their carrying amounts, and differences from the
      carrying amounts reported in these consolidated financial statements could
      be material.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The accompanying condensed consolidated interim financial
      statements do not include any adjustments to reflect the possible future
      effects on the recoverability and classification of assets or the amounts
      and classification of liabilities that may result from the inability of
      the Company to continue as a going concern.                                                                                                                                                                                                                                                                                                                                                                                                                                                    

4



---

|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)                                     
|Notes to Condensed Consolidated Interim Financial
      Statements
|April 30, 2009 and 2008                                           
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|2. | Summary of Significant Accounting
  Policies
|-- | --------------------------------------------
|   |                                             
|   | a)                                          
|   |                                             
|   |                                             
|   |                                             
|   | b)                                          
|   |                                             
|   |                                             
|   |                                             
|   | c)                                          
|   |                                             
|   |                                             

5



---

|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)                                     
|Notes to Condensed Consolidated Interim Financial
      Statements
|April 30, 2009 and 2008                                           
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|2. | Summary of Significant Accounting Policies(cont'd)
|-- | --------------------------------------------------
|   |                                                   
|   | d)                                                
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   

6



---



|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)                                     
|Notes to Condensed Consolidated Interim Financial
      Statements
|April 30, 2009 and 2008                                           
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|2. | Summary of Significant Accounting Policies(cont'd)
|-- | --------------------------------------------------
|   |                                                   
|   | d)                                                
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   

7



---

|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)                                     
|Notes to Condensed Consolidated Interim Financial
      Statements
|April 30, 2009 and 2008                                           
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|2. | Summary of Significant Accounting Policies(cont'd)
|-- | --------------------------------------------------
|   |                                                   
|   | d)                                                
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   

8



---

|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)                                     
|Notes to Condensed Consolidated Interim Financial
      Statements
|April 30, 2009 and 2008                                           
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|2. | Summary of Significant Accounting Policies(cont'd)
|-- | --------------------------------------------------
|   |                                                   
|   | d)                                                
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   

9

---

|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)                                     
|Notes to Condensed Consolidated Interim Financial
      Statements
|April 30, 2009 and 2008                                           
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|3. | Fair Value Measurements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Effective August 1, 2007, the Company adopted SFAS 157,
      except as it applies to the nonfinancial assets and nonfinancial
      liabilities subject to FSP SFAS 157-2. SFAS 157 clarifies that fair value
      is an exit price, representing the amount that would be received to sell
      an asset or paid to transfer a liability in an orderly transaction between
      market participants. As such, fair value is a market-based measurement
      that should be determined based on assumptions that market participants
      would use in pricing an asset or a liability. As a basis for considering
      such assumptions, SFAS 157 establishes a three-tier value hierarchy, which
      prioritizes the inputs used in the valuation methodologies in measuring
      fair value:

| | Level 1 - | Observable inputs that reflect quoted prices (unadjusted)
      for identical assets or liabilities in active markets.
| | --------- | ----------------------------------------------------------------------------------------------------------------------
| |           |                                                                                                                       
| | Level 2 - | Include other inputs that are directly or indirectly
      observable in the marketplace.                             
| |           |                                                                                                                       
| | Level 3 - | Unobservable inputs which are supported by little or no
      market activity.                                        

The fair value hierarchy also requires
an entity to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. Cash (Level 1), accounts
receivable, other receivables, accounts payable, accrued liabilities, due to
stockholders and convertible loan payable (Level 2) are reflected in the
consolidated interim balance sheet at carrying value, which approximates fair
value due to the short-term nature of these instruments.

10

---

|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)                                     
|Notes to Condensed Consolidated Interim Financial
      Statements
|April 30, 2009 and 2008                                           
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|4. | Accounts Receivable
|-- | -------------------

| |                                |   | **April 30,** |   |   | **July 31,** |  
| | ------------------------------ | - | ------------- | - | - | ------------ | -
| |                                |   |               |   |   |              |  
| |                                |   | 2009          |   |   | 2008         |  
| | Accounts receivable - Trade    | $ | -             |   |   | 102,639      |  
| | Accounts receivable - Holdback |   | 41,911        |   |   | 48,830       |  
| |                                |   | 41,911        |   |   | 151,469      |  
| | Less: non-current portion      |   | (41,911       | ) |   | (48,830      | )
| | Current portion                | $ | -             |   | $ | 102,639      |  

|   | Accounts receivable - holdback represents an amount
      specified under certain contracts that the customer is contractually
      entitled to withhold until completion of the project or until certain
      project milestones are achieved.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                  
|5. | Costs and Billings on Uncompleted
  Contracts                                                                                                                                                                                                    

| |                                         |   | **April 30,** |   |   | **July 31,** |  
| | --------------------------------------- | - | ------------- | - | - | ------------ | -
| |                                         |   |               |   |   |              |  
| |                                         |   | 2009          |   |   | 2008         |  
| | Costs incurred on uncompleted contracts | $ | 2,571,633     |   | $ | 4,584,433    |  
| | Billings to date                        |   | (1,935,564    | ) |   | (4,117,850   | )
| |                                         | $ | 636,069       |   | $ | 466,583      |  

Such amounts are presented in the
consolidated balance sheet under the following captions:

| |                                                                    |   | 2009    |  |   | 2008      |  
| | ------------------------------------------------------------------ | - | ------- |  | - | --------- | -
| | Costs on uncompleted contracts in excess of
      related billings | $ | 636,069 |  | $ | 1,407,313 |  
| | Billings on uncompleted contracts in excess of related
      costs |   | -       |  |   | (940,730  | )
| |                                                                    | $ | 636,069 |  | $ | 466,583   |  

11

---

|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)                                     
|Notes to Condensed Consolidated Interim Financial
      Statements
|April 30, 2009 and 2008                                           
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|6. | Equipment, Net                    
|-- | ----------------------------------
|   |                                   
|   | Equipment comprises the
following:

| |                         |   |       |  |   | 2009         |   |   |        |  |   | 2008         |  
| | ----------------------- | - | ----- |  | - | ------------ | - | - | ------ |  | - | ------------ | -
| |                         |   | Cost  |  |   | Accumulated  |   |   |        |  |   | Accumulated  |  
| |                         |   |       |  |   | Depreciation |   |   | Cost   |  |   | Depreciation |  
| |                         |   |       |  |   |              |   |   |        |  |   |              |  
| | Computer equipment      | $ | -     |  | $ | -            |   | $ | 15,027 |  | $ | (11,673      | )
| | Computer software       |   | -     |  |   | -            |   |   | 5,147  |  |   | (4,890       | )
| | Manufacturing equipment |   | 3,915 |  |   | (1,009       | ) |   | 4,562  |  |   | (572         | )
| |                         |   |       |  |   |              |   |   |        |  |   |              |  
| | Total                   | $ | 3,915 |  | $ | (1,009       | ) | $ | 24,736 |  | $ | (17,135      | )
| |                         |   |       |  |   |              |   |   |        |  |   |              |  
| | Net carrying amount     |   |       |  | $ | 2,906        |   |   |        |  | $ | 7,601        |  

Depreciation expense charged to
operations amounted to $993 for the nine months ended April 30, 2009.

|7. | Intangible Asset, Net
|-- | ---------------------

| |                        |   |           |   |   | 2009         |   |   |           |   |   | 2008         |  
| | ---------------------- | - | --------- | - | - | ------------ | - | - | --------- | - | - | ------------ | -
| |                        |   |           |   |   | Accumulated  |   |   |           |   |   | Accumulated  |  
| |                        |   | Cost      |   |   | Depreciation |   |   | Cost      |   |   | Depreciation |  
| |                        |   |           |   |   |              |   |   |           |   |   |              |  
| | License right          | $ | 2,179,440 |   | $ | (127,880     | ) | $ | 2,179,440 |   | $ | (87,178      | )
| | Translation adjustment |   | (400,674  | ) |   | 48,085       |   |   | (50,999   | ) |   | 2,040        |  
| |                        |   |           |   |   |              |   |   |           |   |   |              |  
| | Total                  | $ | 1,778,766 |   | $ | (79,795      | ) | $ | 2,128,441 |   | $ | (85,138      | )
| |                        |   |           |   |   |              |   |   |           |   |   |              |  
| | Net carrying amount    |   |           |   | $ | 1,698,971    |   |   |           |   | $ | 2,043,303    |  

12

---

|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)                                     
|Notes to Condensed Consolidated Interim Financial
      Statements
|April 30, 2009 and 2008                                           
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|7. | Intangible Asset, Net(cont'd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | On April 23, 2004, the Company entered into a license
      agreement with Emergya Wind Technologies B.V. Inc. ("EWT") to obtain the
      North American intellectual property rights and know-how relating to EWT's
      medium capacity wind turbines, for an indefinite period of time. The
      license fee was acquired for 1,350,000 Euros (equivalent to
      $2,179,440).                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Amortization expense charged to operations amounted to
      $55,091 for the nine months ended April 30, 2009.                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | On March 5, 2009, the Company sublicensed its license to
      EWT-Americas Inc. for a period of up to five years. At the end of the
      sublicense term, the license agreement with EWT and license will terminate
      and the license will revert back to EWT. As such, the license will be
      amortized over the greater of sixty months, being the maximum term of the
      sublicense agreement, and the royalty payments as a percentage of the
      maximum payment cap of $28,000,000.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|8. | Due to Stockholders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The amounts due to stockholders are unsecured and have no
      fixed terms of repayment. All amounts bear interest of 10% per
    annum.                                                                                                                                                                                                                                                                                                                                                              

13

---

|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)                                     
|Notes to Condensed Consolidated Interim Financial
      Statements
|April 30, 2009 and 2008                                           
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|9.  | Convertible Loan Payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | On March 6, 2008, the Company received $350,000 pursuant
      to a convertible loan agreement. The convertible loan bears interest at 2%
      above the Bank of Canada's prime rate per annum (as of April 30, 2009, the
      Bank of Canada's rate was 2.25%), payable quarterly, is unsecured, and
      matured on March 6, 2009. If the loan is not repaid in full on the date of
      maturity, Smart Goal Investment Limited (herein the holder) may convert
      the outstanding balance into common shares of the Company at $0.32 per
      share (see note 14(b)).                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | At the date of issuance, the conversion feature of the
      convertible loan was in-the-money. The intrinsic value of this
      beneficial conversion feature was $278,560. In accordance with EITF
      98-5, Accounting for Convertible Securities with Beneficial
      Conversion Features or Contingently Adjustable Conversion Ratios,and
      EITF 00-27, Application of Issue No. 98-5 to Certain Convertible
      Instruments,this amount was measured but was not recognized as of
      April 30, 2009. This amount will be recorded as additional paid-in capital
  only when the contingency is resolved.                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | In addition, the Company has issued warrants to purchase
      546,875 common shares of the Company at an exercise price of $0.35. In
      accordance with APB Opinion No. 14, Accounting for Convertible Debt
      and Debt Issued with Stock Purchase Warrants,$275,000 of the cash
      consideration received by the Company has been allocated to the
      convertible loan and $75,000 has been allocated to the warrants based on
      their relative fair values at the date of issuance of convertible loan.
      The convertible loan is being accreted to its face value through a
      periodic charge to interest expense using the effective interest rate
      method. Accretion included in the interest and financing costs for the
      nine months ended April 30, 2009 amounted to $52,587.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10. | Provision for Contract Losses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | Based on its review of the expected profitability on our
      contracts, management's best estimate of contract losses from uncompleted
      contracts amounted to $505,835 as of April 30, 2009 (April 30, 2008 -
      NIL).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

14



---

|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)                                     
|Notes to Condensed Consolidated Interim Financial
      Statements
|April 30, 2009 and 2008                                           
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|11. | Related Party Transactions                                            
|--- | ----------------------------------------------------------------------
|    |                                                                       
|    | The Company incurred the following amounts with related
      parties:

| |    |  |                  |   | 2009    |  |   | 2008    | 
| | -- |  | ---------------- | - | ------- |  | - | ------- | 
| | a) |  | Consulting fees  |   |         |  |   |         | 
| |    |  | Stockholders     | $ | 161,153 |  | $ | 270,020 | 
| |    |  |                  |   |         |  |   |         | 
| | b) |  | Interest expense |   |         |  |   |         | 
| |    |  | Stockholders     | $ | 38,137  |  | $ | 42,203  | 

|    | These transactions were in the normal course of business
      and recorded at an exchange value established and agreed upon by the
      related parties.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                           
|12. | Income Taxes                                                                                                                                              
|    |                                                                                                                                                           
|    | The Company's current income taxes are as
  follows:                                                                                                      

| |                                                    |   | 2009     |   |   | 2008     |  
| | -------------------------------------------------- | - | -------- | - | - | -------- | -
| |                                                    |   |          |   |   |          |  
| | Expected income tax recovery at the statutory rate |   |          |   |   |          |  
| | of 34.6% (2008  34.6%)                            | $ | 536,401  |   | $ | 711,247  |  
| | Recognition of previously unrecognized tax asset   |   | -        |   |   | 15,087   |  
| | Other permanent differences                        |   | (758     | ) |   | (925     | )
| | Change in enacted tax rates                        |   | -        |   |   | (3,108   | )
| | Translation adjustment                             |   | (174,975 | ) |   | (8,190   | )
| | Change in valuation allowance                      |   | (360,668 | ) |   | (714,111 | )
| |                                                    |   |          |   |   |          |  
| | Benefit from income taxes                          | $ | -        |   | $ | -        |  

15

---

|AMERICAS WIND ENERGY CORPORATION                                  
|------------------------------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)                                     
|Notes to Condensed Consolidated Interim Financial
      Statements
|April 30, 2009 and 2008                                           
|(Expressed in U.S. Dollars)                                       
|Unaudited                                                         

|12. | Income Taxes(cont'd)                                                   
|--- | -----------------------------------------------------------------------
|    |                                                                        
|    | The components of deferred tax assets (liability) are as
      follows:

| |                                     |   | 2009       |   |   | 2008       |  
| | ----------------------------------- | - | ---------- | - | - | ---------- | -
| |                                     |   |            |   |   |            |  
| | Net operating loss carryforwards    | $ | 1,252,454  |   |   | 606,845    |  
| | Provision for contract losses       |   | 135,900    |   |   | 434,698    |  
| | Intangible asset                    |   | 37,915     |   |   | 29,449     |  
| | Accrued warranty                    |   | 5,133      |   |   | 6,148      |  
| | Other deferred tax assets           |   | 6,548      |   |   | 2,535      |  
| | Accounts receivable - holdback      |   | (14,497    | ) |   | (16,890    | )
| | Valuation allowance                 |   | (1,423,453 | ) |   | (1,062,785 | )
| |                                     |   |            |   |   |            |  
| | Net deferred tax assets (liability) | $ | -          |   | $ | -          |  

The Company has net operating loss
carryforwards available to be applied against future years' income. Due to the
losses from operations and expected future operating results, it is more likely
than not that the deferred tax asset resulting from the tax losses available for
carry forward will not be realized through the reduction of future income tax
payments, accordingly, a 100% valuation allowance has been recorded for deferred
tax assets and current income taxes.

As of April 30, 2009, the Company had
$3,617,124 of Federal, provincial and state net operating loss carryforwards
(including losses of $314,763 in the U.S.) available to offset future taxable
income. Such carryforwards expire in:

|2014 | $ | 493,019   | 
|---- | - | --------- | 
|2016 |   | 22,336    | 
|2024 |   | 14,848    | 
|2025 |   | 83,878    | 
|2026 |   | 7,464     | 
|2027 |   | 451,086   | 
|2028 |   | 678,208   | 
|2029 |   | 1,866,285 | 
|     |   |           | 
|     | $ | 3,617,124 | 

16

---

|13. | Cash Flow Supplemental Information                               
|--- | -----------------------------------------------------------------
|    |                                                                  
|    | Non-cash financing and investing activities are as
      follows:

| |                                        |   |      |  |   |      |  |   | Cumulative from |  
| | -------------------------------------- | - | ---- |  | - | ---- |  | - | --------------- | -
| |                                        |   |      |  |   |      |  |   | Inception       |  
| |                                        |   |      |  |   |      |  |   | (July 29, 2002  | )
| |                                        |   |      |  |   |      |  |   | through         |  
| |                                        |   | 2009 |  |   | 2008 |  |   | April 30, 2009  |  
| |                                        |   |      |  |   |      |  |   |                 |  
| | Acquisition of subsidiary, net of cash |   |      |  |   |      |  |   |                 |  
| | acquired, through share
      exchange | $ | -    |  | $ | -    |  | $ | 4,031           |  
| |                                        |   |      |  |   |      |  |   |                 |  
| | Issuance of compensation options as    |   |      |  |   |      |  |   |                 |  
| | commission for the private placement   | $ | -    |  | $ | -    |  | $ | 40,275          |  

During the period, the Company had cash
flows arising from interest and income taxes paid as follows:

| |              |   |      |  |   |      |  |   | Cumulative from |  
| | ------------ | - | ---- |  | - | ---- |  | - | --------------- | -
| |              |   |      |  |   |      |  |   | Inception       |  
| |              |   |      |  |   |      |  |   | (July 29, 2002  | )
| |              |   |      |  |   |      |  |   | through         |  
| |              |   | 2009 |  |   | 2008 |  |   | April 30, 2009  |  
| |              |   |      |  |   |      |  |   |                 |  
| | Income taxes | $ | -    |  | $ | -    |  | $ | -               |  
| |              |   |      |  |   |      |  |   |                 |  
| |              |   |      |  |   |      |  |   |                 |  
| | Interest     | $ | -    |  | $ | -    |  | $ | 537,039         |  

|14. | Commitments and Contingencies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | a) Entry into a Material Definitive
    Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | On March 5, 2009, the Company sublicensed its license to
      EWT-Americas Inc., thereby transferring its exclusive intellectual
      property and know-how rights in relation to the manufacturing and sales of
      medium capacity wind turbines in the size range of 600kW-1MW to the
      Canadian, United States, Mexican and related territory markets to
      EWT-Americas Inc. The Company will be receiving sublicense payments in an
      amount equal to the sum of (i) 2.5% of sales revenues and (ii) 12.5% of
      gross profit, not exceeding $28,000,000 in aggregate. The sublicense term
      is for up to five years, unless the $28,000,000 maximum payment cap is
      reached, or the agreement is terminated before the five year
      anniversary.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|14. | Commitments and Contingencies(cont'd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

4

---

|    | a) Entry into a Material Definitive Agreement(cont'd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | As part of the agreement, the Company has transferred to
      EWT-Americas Inc. all of its risks and benefits to its Waverly Light and
      Power (Waverly) and Rural Electric Convenience Cooperative Co. (Rural)
      contracts. As such, the Company is committed to transfer the deposits made
      by these customers of $627,500 and $313,750 by Waverly and Rural,
      respectively, to EWT-Americas Inc.                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | EWT-Americas Inc. has assumed the current and estimated
      future costs incurred on the Confederation Power Inc. (previousely Vector
      Wind Energy Inc.) (Confederation) and Wind Vision LLC (Windvision)
      contracts. At April 30, 2009, total aggregatre costs along with the
      deposits on the Waverly and Rural contracts owing to EWT were $1,973,079
      (herein debt). This debt will only be repaid to the extent of up to 25%
      of the sublicense payments that the Company receives from EWT-Americas
      Inc. In the case no sublicense payments are received, no part of the debt
      will be repaid to EWT-Americas Inc.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Also, as part of the agreement, the Company assigned all
      of its rights, interest and obligations under the license agreement with
      GE Power Technology LLC ("GEPT"). Such license agreement required the
      Company to pay GEPT a royalty equal to $32,500 per one megawatt of
      capacity for each sale of a wind turbine.                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | b) Convertible Loan Payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | As the convertible loan payable (see note 9) was not
      repaid on March 6, 2009, its maturity date, the holder may by written
      notice exercise its rights of conversion in respect of either a portion of
      or the total outstanding amount of the loan plus accrued interest into
      shares of the Company at $0.32 per share. As at June 11, 2009, the holder
      has not exercised the right of conversion.                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|15. | Subsequent Event                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | On May 25, 2009, one of the Companys Class A Special
      Voting shareholders converted two million Class A Special Voting Shares in
      the Company in exchange for two million common shares of the
    Company.                                                                                                                                                                                                                                                                                                                                                                                                                                              

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements.
These statements relate to future events or our future financial performance. In
some cases, you can identify forward-looking statements by terminology such as
"may", "should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, that may cause our or our
industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States
Dollars (US$) and are prepared in accordance with United States Generally
Accepted Accounting Principles. The following discussion should be read in
conjunction with our financial statements and the related notes that appear
elsewhere in this quarterly report. The following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could

5

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differ materially from those discussed in the forward looking
statements. Factors that could cause or contribute to such differences include,
but are not limited to, those discussed below and elsewhere in this quarterly
report.

In this quarterly report, unless otherwise specified, all
dollar amounts are expressed in United States dollars. All references to "US$"
refer to United States dollars and all references to "common shares" refer to
the common shares in our capital stock.

As used in this quarterly report, the terms we, us, our,
our company and Americas Wind refer to Americas Wind Energy Corporation,
and, unless otherwise indicated, our subsidiary, 6544797 Canada Ltd., a Canadian
corporation, and our wholly-owned subsidiary Americas Wind Energy Inc., an
Ontario corporation.

General Overview

We were incorporated pursuant to the laws of the State of
Nevada on August 22, 2003.

On June 4, 2005, we effected a six for one forward stock split
of the issued shares of common stock in the capital of our company.

On October 14, 2005, we effected a 3.195 for one forward stock
split of the issued shares of common stock in the capital of our company.

On April 4, 2006, our board of directors approved an amendment
to our Articles of Incorporation to create 30,000,000 Class A Special Voting
Shares in the capital of our company. Subsequent to our board of directors
approval of the amendment to our Articles of Incorporation, on April 5, 2006,
the holders of a majority of the outstanding common shares of our company
consented in writing to the amendment to our Articles of Incorporation. The
amendment to our Articles of Incorporation was effected with the Nevada
Secretary of State on June 19, 2006. As a result, our authorized capital
consists of 100,000,000 shares of common stock with a par value of $0.0001 and
30,000,000 Class A Special Voting Stock without par value.

On August 28, 2006, our board of directors approved an
amendment to our Articles of Incorporation to change our name from Northwest
Passage Ventures, Ltd. to Americas Wind Energy Corporation. Also on August
28, 2006, the holders of a majority of the outstanding common shares of our
company consented in writing to the amendment to our Articles of Incorporation.
The amendment to our Articles of Incorporation was effected with the Nevada
Secretary of State on October 16, 2006.

Effective March 5, 2009, we entered into a sublicense agreement
with Americas Wind Energy Inc., our Ontario subsidiary company, Emergya Wind
Technologies B.V. a Netherlands company and EWT-Americas Inc., a Delaware
corporation, wherein we have agreed to grant to EWT-Americas an exclusive
sublicense of all of our rights under a master license agreement dated April 23,
2004.

We had an exclusive license for the North American territory
from EWT B.V., of the Netherlands, for the mid-sized direct drive wind turbines
manufactured by EWT B.V.

We have provided a sub-license of these rights to EWT-Americas
Inc. a wholly owned subsidiary of Emergya Wind Technologies Holdings N.V. and an
affiliate of EWT B.V.

The major terms of the transaction which closed effective March
5, 2009 are:

- We sub-licensed to EWT-Americas our existing rights to market in North
  America
- EWT- Americas will be the exclusive manufacturer and supplier of EWT wind
  turbines in North America.

On March 5, 2009, we completed a sublicense agreement with EWT
Americas. The complete agreement is available on-line as filed with the SEC.

6

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Summary terms of the agreement are:

- The sublicense agreement gives AWE a royalty of 2.5 % of sales revenue and
  12.5% of contribution margin on all sales to companies listed on Exhibit A of
  the agreement over the next 5 years.
- The royalty payments are capped at $28 million.
- EWT Americas has taken over all AWE projects except two and is completing
  these two projects for our company.
- The costs to complete these two projects plus additional monies owed to
  EWT for materials will be taken out of our royalty payments at the rate of 25%
  of each royalty payment until completed.
- We cannot compete with EWT Americas in the windturbine business.

Effective March 5, 2009, Mr. Frank Pickersgill, our secretary and director, entered into a consulting agreement with EWT-Americas Inc.  Pursuant to the terms of the consulting agreement, Mr. Pickersgill is to provide business consulting services to EWT-Americas Inc. for a monthly compensation of US$6,250. The agreement will terminate on the earlier of: (i) two years from the date of the agreement, or (ii) the termination of the sublicense agreement.

Effective March 5, 2009, Mr. Hal Dickout, our president, chief executive officer, chairman and director, entered into a consulting agreement with EWT-Americas Inc.  Pursuant to the terms of the consulting agreement, Mr. Dickout is to provide business consulting services to EWT-Americas Inc. for a monthly compensation of US$6,250. The agreement will terminate on the earlier of: (i) two years from the date of the agreement, or (ii) the termination of the sublicense agreement.

Our Current Business

We are now a company with no operations and a projected revenue
stream of up to $28 million over the next 5 years.

To maximize shareholder value, we plan to explore joint
venture, merger or acquisition opportunities for our company. We intend to focus
on the field of renewable energy.

Cash Requirements

Over the next 12 months we intend to operate as a business
development Company. We anticipate that we will incur the following operating
expenses during this period:

|Estimated Funding Required
      During the Next 12 Months
|----------------------------------------------------------
|Expense                                                   
|Professional fees                                         
|Other general
      administrative expenses               
|Total                                                     

We believe that we will require additional funds to implement
our growth strategy. These funds may be raised through equity financing, debt
financing, or other sources, which may result in further dilution in the equity
ownership of our shares. There is no assurance that we will be able to maintain
operations at a level sufficient for an investor to obtain a return on their
investment in our common stock. Further, we may continue to be unprofitable.

Purchase of Significant Equipment

We do not anticipate the purchase or sale of any plant or
significant equipment during the next 12 months.

Trends and Uncertainties

Our revenues are dependent on the success of EWT Americas in
selling windturbines to our customer list. Prospects look good in the current
political environment of support for renewables but results cannot be
assured.

Our ability to develop new business in the current market
environment may take some time.

Employees

As of June 11, 2009, we had two employees consisting of Harold
Dickout, our chief executive officer, president and chairman, Frank Pickersgill,
our secretary. We plan to hire additional employees when circumstances warrant.

Going Concern

We anticipate that additional funding will be required in the
form of equity financing from the sale of our common stock. At this time, we
cannot provide investors with any assurance that we will be able to raise
sufficient funding

7

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from the sale of our common stock or through a loan from our
directors to meet our obligations over the next twelve months. We do not have
any arrangements in place for any future debt or equity financing.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
stockholders.

Results of Operations

Three month Summary ending April 30, 2009 and 2008

|                   |   | Three Months Ended | 
|------------------ | - | ------------------ | 
|                   |   |                    | 
|                   |   | 2009               | 
|Sales              | $ | 1,016,667          | 
|Cost of Sales      | $ | 1,084,375          | 
|Operating Expenses | $ | 272,018            | 
|Other Expenses     | $ | 260,463            | 
|Net Loss           | $ | 600,189            | 

Expenses

Our operating expenses for the three month periods ended April
30, 2009 and 2008 are outlined in the table below:

|                              |   | Three Months Ended | 
|----------------------------- | - | ------------------ | 
|                              |   |                    | 
|                              |   | 2009               | 
|General and Administrative    | $ | 92,929             | 
|License Fee                   | $ | 28,037             | 
|Royalty Fee                   | $ | Nil                | 
|Foreign Exchange Loss         | $ | 95,899             | 
|Depreciation and amortization | $ | 19,978             | 

Operating expenses for the three months ended April 30, 2009,
decreased by 25.31% as compared to the comparative period in 2008 primarily as a
result of a decrease in general and administrative expenses.

Nine month Summary ending April 30, 2009 and 2008

|                   |   | Nine Months Ended | 
|------------------ | - | ----------------- | 
|                   |   |                   | 
|                   |   | 2009              | 
|Sales              | $ | 1,016,667         | 
|Cost of Sales      | $ | 1,084,375         | 
|Operating Expenses | $ | 1,142,310         | 
|Other Expenses     | $ | 339,261           | 
|Net Loss           | $ | 1,549,279         | 

Expenses

Our operating expenses for the six month periods ended April
30, 2009 and 2008 are outlined in the table below:

8

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|                              |   | Nine Months Ended | 
|----------------------------- | - | ----------------- | 
|                              |   |                   | 
|                              |   | 2009              | 
|General and Administrative    | $ | 304,414           | 
|License Fee                   | $ | 28,037            | 
|Royalty Fee                   | $ | Nil               | 
|Foreign Exchange Loss         | $ | 701,355           | 
|Depreciation and amortization | $ | 73,329            | 

Operating expenses for the six months ended April 30, 2009,
increased by 83.32% as compared to the comparative period in 2008 primarily as a
result of increases in foreign exchange loss and depreciation and
amortization.

Equity Compensation

We currently do not have any stock option or equity
compensation plans or arrangements.

Liquidity and Financial Condition

Working Capital

|                    |   | At         |   |   | At            |   |  | Percentage        |   
|------------------- | - | ---------- | - | - | ------------- | - |  | ----------------- | --
|                    |   | April 30,  |   |   | July 31, 2008 |   |  | Increase/Decrease |   
|                    |   | 2009       |   |   |               |   |  |                   |   
|Current Assets      | $ | 677,890    |   | $ | 1,665,929     |   |  | (59.31            | )%
|Current Liabilities | $ | 1,707,491  |   | $ | 3,826,363     |   |  | (55.38            | )%
|Working Capital     | $ | (1,029,601 | ) | $ | (2,160,434    | ) |  | (52.34            | )%

Cash Flows

|                                                          |   | Nine Months |   |   | Nine Months |  
|--------------------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                                          |   | Ended April |   |   | Ended       |  
|                                                          |   | 30,         |   |   | April 30,   |  
|                                                          |   | 2009        |   |   | 2008        |  
|Net Cash Provided by (Used in) Operating
      Activities | $ | (2,282,216  | ) | $ | (834,659    | )
|Net Cash Provided by Financing Activities                 | $ | 2,029,653   |   | $ | 453,012     |  
|Net Cash Used in Investing Activities                     | $ | Nil         |   | $ | (4,670      | )
|Effect of Exchange Rate Changes                           | $ | 191,132     |   | $ | (13,653     | )
|(Decrease) Increase In Cash during the
      Period       | $ | (61,431     | ) | $ | (399,970    | )

As of April 30, 2009, our company had working capital deficit
of $(1,029,601).

Contractual Obligations

As a smaller reporting company, we are not required to
provide tabular disclosure obligations.

Critical Accounting Policies

Our financial statements and accompanying notes have been
prepared in conformity with accounting principles generally accepted in the
United States of America for financial statements. Preparing financial
statements requires management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenue, and expenses. These estimates
and assumptions are affected by managements application of accounting policies.
We believe that understanding the basis and nature of the estimates and
assumptions involved with the following aspects of our financial statements is
critical to an understanding of our financials.

9

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Basis of Presentation

The consolidated financial statements include the accounts of
our company, 6544797 Canada Ltd. and our wholly owned subsidiary, Americas Wind
Energy Inc. All significant intercompany balances and transactions are
eliminated on consolidation.

Earnings or Loss Per Share

We account for earnings or loss per share pursuant to SFAS No.
128, "Earnings per Share," which requires disclosure on the financial statements
of "basic" and "diluted" earnings (loss) per share. Basic earnings (loss) per
share is computed by dividing net income (loss) by the weighted average number
of common shares outstanding for the year. Diluted earnings (loss) per share is
computed by dividing net income (loss) by the weighted average number of common
shares outstanding plus potentially dilutive securities outstanding for each
year.

Use of Estimates

The preparation of consolidated financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting periods. These estimates
are based on management's best knowledge of current events and actions we may
undertake in the future. Actual results may ultimately differ from those
estimates. These estimates are reviewed on an ongoing basis and as adjustments
become necessary, they are reported in earnings in the period in which they
become known.

Recent accounting pronouncements

In April 2008, FASB issued FSP SFAS 142-3, "Determination of
the Useful Life of Intangible Assets" ("FSP SFAS 142-3"). FSP SFAS 142-3
amends the factors that should be considered in developing renewal or extension
assumptions used to determine the useful life of a recognized intangible asset
under SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142").
The intent of this FSP is to improve the consistency between the useful life of
a recognized intangible asset under SFAS 142 and the period of expected cash
flows used to measure the fair value of the asset under FASB Statement No. 141
(revised 2007), Business Combinations, and other U.S. generally
accepted accounting principles (GAAP). FSP SFAS 142-3 is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
and interim periods within those fiscal years. The requirement for determining
useful lives must be applied prospectively to intangible assets acquired after
the effective date and the disclosure requirements must be applied prospectively
to all intangible assets recognized as of, and subsequent to, the effective
date. Early adoption is prohibited. The Company is currently reviewing the
effect, if any; the proposed guidance will have on its consolidated financial
statements.

In May, 2008, FASB issued FSP Accounting Principles Board
("APB") 14-1 "Accounting for Convertible Debt Instruments That May Be Settled
in Cash upon Conversion (Including Partial Cash Settlement)" ("FSP APB
14-1"). FSP APB 14-1 clarifies that convertible debt instruments that may be
settled in cash upon conversion (including partial cash settlement) are not
addressed by paragraph 12 of APB Opinion No. 14, "Accounting for Convertible
Debt and Debt Issued with Stock Purchase Warrants." Additionally, FSP APB
14-1 specifies that issuers of such instruments should separately account for
the liability and equity components in a manner that will reflect the entitys
nonconvertible debt borrowing rate when interest cost is recognized in
subsequent periods. FSP APB 14-1 is effective for financial statements issued
for fiscal years beginning after December 15, 2008, and interim periods within
those fiscal years. Early adoption is not permitted. The Company is currently
reviewing the effect, if any; the proposed guidance will have on its financial
statements.

In May 2008, FASB issued SFAS No. 162, "The Hierarchy of
Generally Accepted Accounting Principles" ("SFAS 162"). SFAS 162 identifies
the sources of accounting principles and the framework for selecting the
principles used in the preparation of financial statements of nongovernmental
entities that are presented in conformity with generally accepted accounting
principles (GAAP) in the United States (the GAAP hierarchy). SFAS 162 is
effective 60 days following the SECs approval of the Public Company Accounting
Oversight Board amendments to

10

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AU Section 411, "The Meaning of Present Fairly in Conformity
With Generally Accepted Accounting Principles". The Company is currently
reviewing the effect, if any; the proposed guidance will have on its financial
statements.

In December 2008, FASB issued FSP Statement of Financial
Accounting Standards ("SFAS") 140-4 and FASB Interpretation ("FIN") 46 (R)-8,
Disclosures by Public Entities (Enterprises) about Transfers of Financial
Assets and Interests in Variable Interest Entities (FSP SFAS 140-4 and FIN
46 (R)). FSP SFAS 140-4 and FIN 46 (R) amends FASB SFAS 140 Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities, to require public entities to provide additional disclosures
about transfers of financial assets. It also amends FASB SFAS 46 (revised
December 2003), Consolidation of Variable Interest Entities, to require
public enterprises, including sponsors that have a variable interest in a
variable interest entity, to provide additional disclosures about their
involvement with variable interest entities. Additionally, this FSP requires
certain disclosures to be provided by a public enterprise that is (a) a sponsor
of a qualifying special purpose entity (SPE) that holds a variable interest in
the qualifying SPE but was not the transferor (nontransferor) of financial
assets to the qualifying SPE and (b) a servicer of a qualifying SPE that holds a
significant variable interest in the qualifying SPE but was not the transferor
(nontransferor) of financial assets to the qualifying SPE. The disclosures
required by FSP SFAS 140-4 and FIN 46 (R) are intended to provide greater
transparency to financial statement users about a transferors continuing
involvement with transferred financial assets and an enterprises involvement
with variable interest entities and qualifying SPEs. FSP SFAS 140-4 and FIN 46
(R) is effective for reporting periods (annual or interim) ending after December
15, 2008. The Company is currently reviewing the effect, if any; the proposed
guidance will have on its consolidated financial statements.

In April 2009, the FASB issued FSP FAS 157-4, Determining
Fair Value When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly(FSP FAS 157-4). FSP FAS157-4 provides additional guidance for estimating
fair value in accordance with FASB Statement No. 157, Fair Value
Measurements,when the volume and level of activity for the asset or
liability have significantly decreased. FSP FAS157-4 is effective for interim
and annual reporting periods ending after June 15, 2009, and shall be applied
prospectively. Early adoption is permitted for periods ending after March 15,
2009. The Company is currently reviewing the effect, if any, the proposed
guidance will have on its consolidated financial statements.

In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2,
Recognition and Presentation of Other-Than-Temporary Impairments (FSP
FAS 115-2 and FAS 124-2). This FASB FSP amends the other-than-temporary
impairment guidance in U.S. GAAP for debt securities to make the guidance more
operational and to improve the presentation and disclosure of
other-than-temporary impairments on debt and equity securities in the financial
statements. FSP FAS 115-2 and FAS 124-2 does not amend exiting recognition and
measurement guidance related to other-than-temporary impairments of equity
securities. FSP FAS 115-2 and FAS 124-2 is effective for interim and annual
reporting periods ending after June 15, 2009, with early adoption permitted for
periods ending after March 15, 2009. Earlier adoption for periods ending before
March 15, 2009, is not permitted. The Company is currently reviewing the effect,
if any, the proposed guidance will have on its consolidated financial
statements.

In April 2009, FASB issued FSP SFAS 107-1 and APB 28-1,
Interim Disclosures about Fair Value of Financial Instruments, (FSP
SFAS 107-1 and APB 28-1) which amends SFAS 107, Disclosures about Fair
Value of Financial Instruments, to require disclosures about fair value of
financial instruments in interim as well as in annual financial statements. FSP
SFAS 107-1 and APB 28-1 also amends APB Opinion 28, Interim Financial
Reporting, to require those disclosures in all interim financial statements. It
is effective for interim periods ending after June 15, 2009. The Company is
currently reviewing the effect, if any; the proposed guidance will have on its
consolidated financial statements.

In April 2009, the SEC issued Staff Accounting Bulletin (SAB)
111, Other Than Temporary Impairment of Certain Investments in Equity
Securities(SAB 111), which amended SAB Topic 5-M., Other Than
Temporary Impairment of Certain Investments in Debt and Equity Securities,to exclude debt securities from its scope. SAB 111 maintains the staffs
previous views related to equity securities, which include the requirement that
unless evidence exists to support a realizable value equal to or greater than
the carrying value of an investment in equity securities classified as
available-for-sale, a write-down to fair value accounted for as a realized loss
should be recorded. Such loss should be recognized in the determination of net
income of the period in which it occurs and the written down value of the
investment in the company becomes the new cost basis of the investment. The
Company

11

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is currently reviewing the effect, if any, the proposed
interpretations and practices will have on its consolidated financial
statements.

In May 2009, the FASB issued SFAS 165, Subsequent Events,(SFAS 165), which establishes general standards for accounting for and
disclosure of events that occur after the balance sheet date but before
financial statement are issued or available to be issued. In particular, SFAS
165 sets forth the period after the balance sheet date during which management
of a reporting entity should evaluate events or transactions that may occur for
potential recognition or disclosure in the financial statements; the
circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements and the
disclosures that an entity should make about events or transactions that
occurred after the balance sheet date. It is effective for interim and annual
periods ending after June 15, 2009. The Company is currently reviewing the
effect, if any; the proposed guidance will have on its consolidated financial
statements.

Item 3. Quantitative Disclosures About Market Risks

As a smaller reporting company, we are not required to
provide the information required by this Item.

Item 4T. Controls and Procedures.

Managements Report on Disclosure Controls and
Procedures

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our president (who
is acting as our principal executive officer, principal financial officer and
principle accounting officer) to allow for timely decisions regarding required
disclosure.

As of April 30, 2009, the end of our quarter covered by this
report, we carried out an evaluation, under the supervision and with the
participation of our president (who is acting as our principal executive
officer, principal financial officer and principle accounting officer), of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on the foregoing, our president (who is acting as our
principal executive officer, principal financial officer and principle
accounting officer) concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial
Reporting

There have been no changes in our internal controls over
financial reporting that occurred during our quarter ended April 30, 2009 that
have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material, existing or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

Much of the information included in this quarterly report
includes or is based upon estimates, projections or other "forward looking
statements". Such forward looking statements include any projections or
estimates made by us and our management in connection with our business
operations. While these forward-looking statements, and any

12

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assumptions upon which they are based, are made in good faith
and reflect our current judgment regarding the direction of our business, actual
results will almost always vary, sometimes materially, from any estimates,
predictions, projections, assumptions or other future performance suggested
herein.

Such estimates, projections or other "forward looking
statements" involve various risks and uncertainties as outlined below. We
caution the reader that important factors in some cases have affected and, in
the future, could materially affect actual results and cause actual results to
differ materially from the results expressed in any such estimates, projections
or other "forward looking statements".

Our common shares are considered speculative during the
development of our new business operations. Prospective investors should
consider carefully the risk factors set out below.

Risks Related to Our Business

We have a history of losses and nominal operating results,
which raise substantial doubt about our ability to continue as a going
concern.

Since inception through April 30, 2009, we have incurred
aggregate net losses of $3,972,478 from operations. We can offer no assurance
that we will operate profitably or that we will generate positive cash flow in
the future. In addition, our operating results in the future may be subject to
significant fluctuations due to many factors not within our control, such as the
level of competition and general economic conditions.

Our company's operations will be subject to all the risks
inherent in the establishment of a developing enterprise and the uncertainties
arising from the absence of a significant operating history. No assurance can be
given that we may be able to operate on a profitable basis.

Due to the nature of our business and the early stage of our
development, our securities must be considered highly speculative We have been
engaged in the business of distributing wind power turbines to wind farm
developers in North America. We have not realized a profit from our operations
to date and there is little likelihood that we will realize any profits in the
short or medium term.

Most of our assets and all of our directors and officers are
outside the United States, with the result that it may be difficult for
investors to enforce within the United States any judgments obtained against us
or any of our directors or officers.

Although we are organized under the laws of the State of
Nevada, United States, our principal business office is located in Toronto,
Ontario, Canada. Outside the United States, it may be difficult for investors to
enforce judgments against us that are obtained in the United States in any
action, including actions predicated upon civil liability provisions of federal
securities laws. In addition, all of our directors and officers reside outside
the United States, and nearly all of the assets of these persons and our assets
are located outside of the United States. As a result, it may not be possible
for investors to effect service of process within the United States upon such
persons or to enforce against us or such persons judgments predicated upon the
liability provisions of United States securities laws. There is substantial
doubt as to the enforceability against us or any of our directors and officers
located outside the United States in original actions or in actions of
enforcement of judgments of United States courts or liabilities predicated on
the civil liability provisions of United States federal securities laws. In
addition, as the majority of our assets are located outside of the United
States, it may be difficult to enforce United States bankruptcy proceedings
against us. Under bankruptcy laws in the United States, courts typically have
jurisdiction over a debtor's property, wherever it is located, including
property situated in other countries. Courts outside of the United States may
not recognize the United States bankruptcy court's jurisdiction. Accordingly,
you may have trouble administering a United States bankruptcy case involving a
Nevada company as debtor with most of its property located outside the United
States. Any orders or judgments of a bankruptcy court obtained by you in the
United States may not be enforceable.

If EWT Americas gets less business that anticipated from our
customer list we will receive less that the capped amount of $28
million.

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If EWT Americas gets less business than anticipated from our
customer list, we will receive less than the capped amount of $28 million which
may result in our company having to sell our securities for cash in order to
raise additional funds.

Risks Related To Our Company Stock

If we issue additional shares in the future, it will result
in the dilution of our existing shareholders.

Our Articles authorize the issuance of up to 100,000,000 shares
of common stock and 30,000,000 class A special voting shares. Our board of
directors may choose to issue some or all of such shares to acquire one or more
businesses or to provide additional financing in the future. The issuance of any
such shares will result in a reduction of the book value and market price of the
outstanding shares of our common stock. If we issue any such additional shares,
such issuance will cause a reduction in the proportionate ownership and voting
power of all current shareholders. Further, such issuance may result in a change
of control of our corporation.

Trading of our stock may be restricted by the Securities
Exchange Commission's penny stock regulations, which may limit a stockholder's
ability to buy and sell our stock.

The Securities and Exchange Commission has adopted regulations
which generally define "penny stock" to be any equity security that has a market
price (as defined) less than $5.00 per share or an exercise price of less than
$5.00 per share, subject to certain exceptions. Our securities are covered by
the penny stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
"accredited investors". The term "accredited investor" refers generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document in a form prepared by the Securities and
Exchange Commission, which provides information about penny stocks and the
nature and level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock.

FINRA sales practice requirements may also limit a
stockholder's ability to buy and sell our stock.

In addition to the "penny stock" rules described above, the
Financial Industry Regulatory Authority (FINRA), formerly the National
Association of Securities Dealers or NASD, has adopted rules that require that
in recommending an investment to a customer, a broker-dealer must have
reasonable grounds for believing that the investment is suitable for that
customer. Prior to recommending speculative low priced securities to their
non-institutional customers, broker-dealers must make reasonable efforts to
obtain information about the customer's financial status, tax status, investment
objectives and other information. Under interpretations of these rules, the
FINRA believes that there is a high probability that speculative low priced
securities will not be suitable for at least some customers. FINRA requirements
make it more difficult for broker-dealers to recommend that their customers buy
our common stock, which may limit your ability to buy and sell our stock and
have an adverse effect on the market for our shares.

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Our common stock is illiquid and the price of our common
stock may be negatively impacted by factors which are unrelated to our
operations.

Our common stock currently trades on a limited basis on the OTC
Bulletin Board. Trading of our stock through the OTC Bulletin Board is
frequently thin and highly volatile. There is no assurance that a sufficient
market will develop in the stock, in which case it could be difficult for
shareholders to sell their stock. The market price of our common stock could
fluctuate substantially due to a variety of factors, including market perception
of our ability to achieve our planned growth, quarterly operating results of our
competitors, trading volume in our common stock, changes in general conditions
in the economy and the financial markets or other developments affecting our
competitors or us. In addition, the stock market is subject to extreme price and
volume fluctuations. This volatility has had a significant effect on the market
price of securities issued by many companies for reasons unrelated to their
operating performance and could have the same effect on our common stock.

Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds

On May 25, 2009, our board of directors accepted a notice of
redemption delivered by Class A Special Voting shareholder of our company.
Accordingly, we have issued an aggregate of 2,000,000 common shares in the
capital of our company. We issued the common shares in an offshore transaction
relying on Regulation S and/or Section 4(2) of the Securities Act of 1933 to one
non-U.S. Person (as that term is defined in Regulation S under the Securities
Act of 1933).

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security
Holders.

None.

Item 5. Other Information

On March 26, 2009, Shashi Dewan resigned as a director of our
company.

Effective March 5, 2009, Mr. Frank Pickersgill, our secretary and director, entered into a consulting agreement with EWT-Americas Inc.  Pursuant to the terms of the consulting agreement, Mr. Pickersgill is to provide business consulting services to EWT-Americas Inc. for a monthly compensation of US$6,250. The agreement will terminate on the earlier of: (i) two years from the date of the agreement, or (ii) the termination of the sublicense agreement.

Effective March 5, 2009, Mr. Hal Dickout, our president, chief executive officer, chairman and director, entered into a consulting agreement with EWT-Americas Inc.  Pursuant to the terms of the consulting agreement, Mr. Dickout is to provide business consulting services to EWT-Americas Inc. for a monthly compensation of US$6,250. The agreement will terminate on the earlier of: (i) two years from the date of the agreement, or (ii) the termination of the sublicense agreement.

Item 6. Exhibits.

Exhibits required by Item 601 of Regulation S-K

|Exhibit |                                                                                                                                                                                                                                                                                                               
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                               
|(2)     | Plan of Purchase, Sale,
      Reorganization, Arrangement, Liquidation or Succession                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                               
|2.1     | Share Exchange Agreement dated August 11, 2006, among
      Northwest Passage Ventures, Ltd., 6544797  Canada Ltd., Americas
      Wind Energy Inc. and the shareholders of Americas Wind Energy
      Inc.  (incorporated by reference from our Current Report on Form
      8-K filed on September 11, 2006)
|        |                                                                                                                                                                                                                                                                                                               
|(3)     | Articles of Incorporation and By-laws                                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                               
|3.1     | Articles of Incorporation (incorporated by reference from
      our Registration Statement on Form SB-2 filed on October 29, 2003)                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                               
|3.2     | Bylaws (incorporated by reference from our Registration
      Statement on Form SB-2 Filed on October 29, 2003)                                                                                                                                                                                               

15

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|Exhibit |                                                                                                                                                                                                                               
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                               
|3.3     | Certificate of
        Amendment filed with the Nevada Secretary of State on June 19, 2006 (incorporated
        by reference from our Current Report on Form 8-K filed on September 11,
        2006)                        
|        |                                                                                                                                                                                                                               
|3.4     | Certificate of
        Amendment filed with the Nevada Secretary of State on October 16, 2006
        (incorporated by reference from our Current Report on Form 8-K filed on
        October 16, 2006)                       
|        |                                                                                                                                                                                                                               
|(10)    | Material Contracts                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                               
|10.1    | License Agreement
        dated April 23, 2004, among Americas Wind Energy Inc. and Emergya Wind
        Technologies B.V. (incorporated by reference from our Current Report on
        Form 8-K filed on September 11, 2006)
|        |                                                                                                                                                                                                                               
|10.2    | Convertible Loan
        Agreement between our company and Smart Goal Investment Limited (incorporated
        by reference from our Current Report on Form 8-K filed on April 11, 2008)                                      
|        |                                                                                                                                                                                                                               
|10.3    | Sublicense Agreement
        dated March 5, 2009 (incorporated by reference from our Current Report
        on Form 8-K filed on March 11, 2009)                                                                              
|        |                                                                                                                                                                                                                               
|10.4    | GE Assignment
        Agreement dated March 5, 2009 (incorporated by reference from our Current
        Report on Form 8-K filed on March 11, 2009)                                                                           
|        |                                                                                                                                                                                                                               
|10.5    | Rural Assignment
        Agreement dated March 5, 2009 (incorporated by reference from our Current
        Report on Form 8-K filed on March 11, 2009)                                                                        
|        |                                                                                                                                                                                                                               
|10.6    | Waverly Assignment
        Agreement dated March 5, 2009 (incorporated by reference from our Current
        Report on Form 8-K filed on March 11, 2009)                                                                      
|        |                                                                                                                                                                                                                               
|10.7*   | Consulting Agreement between Mr. Hal Dickout and EWT-Americas Inc.                                                                                                                                                            
|        |                                                                                                                                                                                                                               
|10.8*   | Consulting Agreement between Mr. Frank Pickersgill and EWT-Americas Inc.                                                                                                                                                      
|        |                                                                                                                                                                                                                               
|(16)    | Letter on
        Change in Certifying Accountant                                                                                                                                                                             
|        |                                                                                                                                                                                                                               
|16.1    | Letter from Madsen
        and Associates CPAs Inc. regarding change in certifying accountant.
        (incorporated by reference from our Current Report on Form 8-K filed on
        December 12, 2006)                    
|        |                                                                                                                                                                                                                               
|(21)    | Subsidiaries
        of the Small Business Issuer                                                                                                                                                                             
|        |                                                                                                                                                                                                                               
|        | 6544797 Canada Ltd.                                                                                                                                                                                                           
|        | Americas Wind Energy Inc.                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                               
|(31)    | Section 302 Certifications                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                               
|31.1*   | Section 302 Certification                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                               
|(32)    | Section 906 Certification                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                               
|32.1*   | Section 906 Certification                                                                                                                                                                                                     

* Filed herewith

16

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

|                     | AMERICAS WIND ENERGY CORPORATION                               
|-------------------- | ---------------------------------------------------------------
|                     | (Registrant)                                                   
|                     |                                                                
|                     |                                                                
|Dated: June 15, 2009 | */s/ Harold C.F. Dickout*                                      
|                     | Harold C.F. Dickout                                            
|                     | President, Chief Executive Officer, Chairman
      and         
|                     | Director                                                       
|                     | (Principal Executive Officer, Principal
      Financial Officer
|                     | and Principal Accounting Officer )                             

17

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